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Templates for Bylaws
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BYLAWS TEMPLATE #1
Samples are provided as a reference and not intended to establish
legal standards. Keep Oklahoma Beautiful is providing this information
for your reference and this service does not constitute and engagement
to provide legal, tax, or other professional services. If you require
professional assistance on these or other nonprofit tax or
administrative law issues, please contact an attorney, accountant or
other professional advisor, or the relevant government agency.
BYLAWS OF _______________________________________
ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be _________________________.
Section 2: The ______________________________ is organized exclusively for charitable, scientific and educational purposes, more specifically to____________________________________________________.
ARTICLE II - MEMBERSHIP
Section 1: Membership shall consist only of the members of the board of directors.
ARTICLE III - ANNUAL MEETING
Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.
Section 2: Special Meetings. Special meetings may be called by the Chair or the Executive Committee.
Section 3: Notice. Notice of each meeting shall be given to each voting member, by mail, not less than ten days before the meeting.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of the Council, and delegates responsibility for day-to-day operations to the Council Director and committees. The Board shall have up to _________ and not fewer than __________ members. The board receives no compensation other than reasonable expenses.
Section 2: Meetings. The Board shall meet at least __________, at an agreed upon time and place.
Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
Section 4: Terms. All Board members shall serve _____ year terms, but are eligible for re-election.
Section 5: Quorum. A quorum must be attended by at least _____ percent of the Board members before business can be transacted or motions made or passed.
Section 6: Notice. An official Board meeting requires that each Board member have written notice two weeks in advance.
Section 7: Officers and Duties. There shall be five officers of the Board consisting of a Chair, Vice Chair, Secretary and Treasurer. Their duties are as follows:
The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.
The Vice-Chair will chair committees on special subjects as designated by the board.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance.
ARTICLE V - COMMITTEES
Section 1: The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs.
Section 2: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
ARTICLE VI - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws were approved at a meeting of the Board of Directors of _____________ on
_______________________, 20
BYLAWS TEMPLATE #2
Samples are provided as a reference and not intended to establish legal standards. Keep Oklahoma Beautiful is providing this information for your reference and this service does not constitute and engagement to provide legal, tax, or other professional services. If you require professional assistance on these or other nonprofit tax or administrative law issues, please contact an attorney, accountant or other professional advisor, or the relevant government agency.
ARTICLE I
Name: The name of this organization
ARTICLE II
Purpose: State mission statement or purpose here.
ARTICLE III
Section 1: ______ is a membership organization. Full membership is open to ___________Individuals and other organizations may join as associate members. ___________board of directors is empowered to establish dues for full and associate membership status.
Section 2: A regular meeting of full members shall be held annually within the first six months of the calendar year for the purpose of electing directors; receiving reports of board officers, board committees, and the executive director; and for any other business that may arise. The meeting date shall be set by the board of directors.
Section 3: Special meetings of the membership may be called by the board chair, or by six or more directors, and shall be called by the chair at the written request of ten or more members of ___________. The purpose of the meeting shall be stated in a written notice to all members, and such notice shall be provided at least one week in advance of the special meeting.
Section 4: Those members in attendance at any meeting, shall constitute a quorum.
ARTICLE IV
Section 1: _________ shall be governed by a board of not fewer than _____ and no more than _________ directors.
Section 2: When there are vacancies on the board, a slate of candidates for election to the board shall be approved by the board for presentation to the membership for approval at the annual meeting. The slating process (Article VIII, Section 4) shall provide an opportunity for the membership to suggest candidates to be considered for slating, but nominations for director from the floor at the membership meeting shall not be in order.
Section 3: No director shall receive compensation for service on the board. The board may provide that directors shall be reimbursed for expenses they incur in the course of their service on the board.
Section 4: The board shall determine policies for management and programs.
Section 5: Any director, officer, or agent may be removed by the board. A person so affected may appear or be represented at a meeting of the board. Removal shall require a two-thirds majority vote by the directors present.
Section 6: Absence by a director from three consecutive meetings of the board shall constitute a resignation, and no further action of the board shall be required.
Section 7: In the event of an irregular vacancy on the board, the board, at its discretion, may appoint someone to fill the vacancy until the next scheduled election of directors.
ARTICLE V
Section 1: The board shall meet at least once per quarter.
Section 2: Special meetings of the board may be called by the chair or by a majority of the executive committee, and shall be called by the chair at the written request of six or more directors, except as provided in Article VIII, Section 1.b.
Section 3: At any meeting of the board or one of its committees, a majority of the directors actually serving on the board or committee at the time of the meeting shall constitute a quorum for the transaction of business. Teleconferencing or other technologies that allow a board member to participate in real time are considered acceptable alternatives to in person attendance.
Section 4: The board shall act by a majority vote on all questions except those which have been specifically designated in the bylaws as requiring more than a simple majority. No vote by proxy shall be allowed.
Section 5: Notice giving the place, date, and hour of a meeting of the board shall be given to each director. If a special meeting is called, the purpose of the meeting shall be communicated to each director. If mailed, the notice shall be deemed to be delivered when deposited in the United States Mail, if properly addressed to the director.
ARTICLE VI
Section 1: The officers of the board of directors shall be a chair, a vice chair, a treasurer, and a secretary, who shall be elected annually by a majority of the directors present at the meeting during which the election takes place.
Section 2:
- The chair shall preside over meetings of the board of directors and, in cooperation with the executive director, shall set the agenda for all meetings except meetings called by the executive committee or called by directors for a special purpose. The chair shall provide leadership for the board, and shall be the principal representative of the board to the public, and in general perform all duties incident to the chair and such duties as may be prescribed by the board from time to time.
- The chair shall serve as chair of the executive committee and be an ex officio member of all other standing committees and ad hoc committees. The chair shall appoint the chair and members of standing and ad hoc committees with the approval of the board.
- The chair may remove chairs and members of committees.
- The chair, with the executive director, shall sign contractual agreements and other legal instruments if his or her signature is authorized by the board of directors or is required by law.
Section 3:
- The vice chair: shall assist the chair in such ways as the chair shall direct, and in the absence of the chair shall preside at meetings and perform the other duties of chair.
- The vice chair shall be a member of the executive committee and at the direction of the chair may serve as a non-voting member of any other standing or ad hoc committee except the officer nominations committee.
Section 4: The treasurer shall be a member of the executive committee and chair of the finance committee.
Section 5:
- The secretary shall be a member of the executive committee.
- The secretary shall be responsible for the accuracy of the minutes taken at each meeting of the board and membership.
- The secretary shall act as the official correspondent when required by law or instructed by the board.
ARTICLE VII
Section 1:
- Directors shall be elected for a three-year term beginning ________. A sitting director may be slated by the board nominations committee for election to a second three-year term.
- A total of six years shall be the maximum term of service on the board of directors, except as specified in Section 2.c. below. Directors who complete six years of service are eligible to serve again after one year.
Section 2:
- The term of office for officers of the board is two years, beginning _______, except as specified
in c. below.
- No director may hold the same office for more than one term.
- A chair elected during a year in which he or she will have finished five or six years of service on the board may be re-elected to the board for a seventh year or seventh and eighth years to complete a term as chair if this extension is recommended by the officers nominations committee and is approved by a majority of the directors present at the meeting during which the matter is considered.
Section 3: Any director who completes less than three years of service on ______ will be deemed to have completed a first term on the June 30th following the end of his or her third year of service. The chair and any director who may be affected by the provisions of this section will confer and arrive at a mutually agreeable determination of the affected director's status. Once the status of all affected director's has been determined, the chair will issue a list of directors indicating when they will complete their terms.
ARTICLE VIII
Section 1:
- The executive committee shall consist of the officers and the chairs of the standing committees.
- The executive committee shall be subject to the direction of the board and shall report its actions to the board. The executive committee may oversee the affairs, including membership matters, between meetings of the board. The executive committee shall have authority to act for the board between board meetings, provided that a report of any official action taken by the executive committee shall be sent within five days to all directors. If fewer than three written objections are received by the chair within ten days after the report has been mailed, the executive committee's action shall be considered the will of the board. If three directors file written objections with the chair with in the specified ten days, the chair will call a meeting of the board as soon as possible, or, within the written agreement of the directors objecting, defer the matter or matters at issue until the next regularly scheduled meeting of the board.
Section 2: The planning committee shall be a standing committee; it shall consist of a chair and at least four members. The planning committee shall be responsible for program planning and resource development, and shall make recommendations regarding these matters to the board. When there is a board planning session or retreat, the planning committee shall oversee the program for such a meeting.
Section 3: The finance committee shall be a standing committee; it shall consist of the treasurer serving as chair and at least four members. The finance committee shall review and make recommendations to the board concerning the budget, its finances, and annual audit. The finance committee shall also make recommendations to the board regarding fiscal practices and policies, and cooperate with the planning committee in establishing revenue objectives.
Section 4: The board nominations committee shall be a standing committee; it shall consist of a chair and at least four members. The board nominations committee shall be responsible for slating nominees for the board, for approval by the board well in advance of the annual membership meeting. The board nominations committee is responsible for developing and maintaining a pool of candidates for consideration during the slating process. The board and the membership shall be invited to submit names for inclusion in the pool of candidates. At least ten days before the meeting at which the board will consider the committee's slate of candidates for election to the board, the board nominations committee shall send a report to all directors containing the names and qualifications of candidates.
Section 5: The officer nominations committee shall not be considered a standing committee. It shall consist of a chair and four members. The committee shall choose one of its members to chair the committee. The responsibility of the committee shall be to recommend a slate of officers to the board.
At the second meeting of the calendar year, the board shall vote in a secret ballot on the officer nominees slated by the officer nominations committee and on nominations from the floor, if any.
Section 6: The board of directors may designate any committee composed of any number of directors for any purpose it deems necessary. A majority vote of the board shall be required for the formation of such a committee. The board chair shall appoint the chairs and members of such ad hoc committees.
ARTICLE IX
Section 1: The board shall employ an executive director to manage operations and supervise staff and volunteers in accordance with policies approved by the board.
Section 2: The executive director or the executive director's designee may attend meetings of the board and its committees.
ARTICLE X
Section 1: The corporation shall indemnify every person who is or has been a Director or officer of the corporation and such persons' heirs and legal representatives where such person is a party or is threatened with being a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, including all appeals, by reason of the fact that such person is or was a Director or officer of the corporation, or is or was serving at the request of the corporation in any capacity for any other business organization, against expenses (including attorneys' fees), judgment, decrees, fines, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he/she reasonably believed to be in or not opposes to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith or in a manner which he/she reasonably believed to be in or not opposed to the best interests of the corporation or, with respect to any criminal action, suit or proceeding, that he/she had reasonable cause to believe that his/her conduct was unlawful. The foregoing right of indemnification shall be in addition to all rights to which any such Director or officer as extended under law.
ARTICLE XI
Section 1: ______shall have a policy regarding conflicts, or apparent conflicts, of interest in affairs conducted by the board and staff. This policy will be observed, and its observation will be duly recorded in the minutes of meetings.
Section 2: ________ fiscal year shall be_____________________________.
Section 3: The rules presented in the most recent edition of Robert's Rules of Order Newly Revised shall govern the proceedings of the board in all cases to which they are applicable and which are not otherwise covered by actions of the board or the bylaws.
Section 4:
- Bylaws may be amended or replaced and new bylaws may be adopted by the board at any regular meeting of the board. An amendment, revision, or repeal must be approved by two-thirds of the directors present.
- Proposed changes in the bylaws shall be circulated to all directors at least ten days in advance of the meeting where such proposed changes will be considered and voted on by the board.
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If you would like to download and print the sample Articles of Incorporation, choose from one of the following file types:
ByLaws Template #1
ByLaws Template #2